Belgian Companies and Associations Code, Book 7, Arts. 7:1 to 7:84: sA: capital, formation and securities

The public limited company (SA) is a company with capital in which the shareholders are liable only up to the amount of their contribution.

The capital may not be less than 61,500 euros.

Before the company is formed, the founders must provide the officiating notary with a financial plan in which they justify the amount of the capital of the company to be formed in the light of the planned activity for a period of at least two years. This document is not filed with the deed but is kept by the notary.

The financial plan must contain at least the following:

1° a precise description of the planned activity;

2° an overview of all sources of financing at the time of formation, including, where applicable, a statement of the guarantees provided in that respect;

3° an opening balance sheet drawn up in accordance with the format referred to in Article 3:3, and projected balance sheets after twelve and twenty-four months;

4° a projected profit and loss account after twelve and twenty-four months, drawn up in accordance with the format referred to in Article 3:3;

5° a budget of projected income and expenditure for a period of at least two years from formation;

6° a description of the assumptions used in estimating the expected turnover and profitability;

7° where applicable, the name of the external expert who assisted in drawing up the financial plan.

When the projected balance sheets and profit and loss accounts are prepared, a periodicity other than that referred to in paragraph 2, 3° and 4°, may be used, provided that the projections cover in total a period of at least two years from formation.

The capital of the company must be subscribed in full and, notwithstanding any provision to the contrary, unconditionally.

The company may not subscribe its own shares, or certificates relating to such shares issued on the occasion of the issue of those shares, either directly, or through a subsidiary, or through a person acting in its own name but on behalf of the company or the subsidiary.

A person who has subscribed shares or certificates referred to in the first subparagraph in its own name but on behalf of the company or the subsidiary is deemed to have subscribed them on its own account.

All rights attached to the shares or certificates referred to in the first subparagraph that have been subscribed by the company or its subsidiary are suspended for as long as those shares or certificates have not been disposed of.

Paragraph 1 does not apply to the subscription of shares of a company, or of certificates referred to in paragraph 1, by a subsidiary which, in its capacity as a professional securities dealer, is a stockbroking firm or a credit institution.

Contributions in kind may be remunerated by shares only if they consist of assets capable of economic valuation, excluding assets consisting of undertakings to carry out work or provide services.

In the case of a contribution in kind, the founders must set out in a special report the interest that the contribution presents for the company. The report must contain a description of each contribution in kind and give a reasoned valuation of it. It must state the remuneration granted in consideration of the contribution. The founders must communicate this report in draft to the registered auditor (réviseur d’entreprises) whom they appoint.

The registered auditor must draw up a report in which he or she examines the founders’ description of each contribution in kind, the valuation adopted and the valuation methods applied. The report must state whether the values to which those valuation methods lead correspond at least to the number and the nominal value or, failing that, the accounting par value of the shares to be issued in consideration. It must state the actual remuneration granted in consideration of the contribution.

In their report, the founders must state, where applicable, the reasons why they depart from the conclusions of the auditor’s report.

This report must be filed and published together with the auditor’s report, in accordance with Articles 2:8 and 2:14, 4°.

Paragraph 1 does not apply where a contribution in kind consists of:

1° transferable securities or money-market instruments referred to in Article 2, 31° and 32°, of the Law of 2 August 2002 on the supervision of the financial sector and on financial services, valued at the weighted average price at which they were traded on one or more regulated markets referred to in Article 3, 7°, 8° and 9°, of the Law of 21 November 2017 on the infrastructures for markets in financial instruments and transposing Directive 2014/65/EU during the three months preceding the effective date on which the contribution in kind is made;

2° assets other than the transferable securities and money-market instruments referred to in 1° which have already been valued by a registered auditor, provided that the following conditions are met:

a) the fair value is determined at a date not more than six months before the contribution is actually made;

b) the valuation was carried out in accordance with the generally accepted valuation principles and standards for the type of asset contributed;

3° assets other than the transferable securities and money-market instruments referred to in 1° whose fair value, for each asset, is derived from the annual accounts for the preceding financial year, provided that the annual accounts have been audited by the statutory auditor or by the person responsible for auditing the annual accounts and that the report of that person contains an unqualified opinion.

Paragraph 1 does, however, apply to a revaluation carried out on the initiative and under the responsibility of the founders:

1° in the case provided for in paragraph 2, first subparagraph, 1°, if the price has been affected by exceptional circumstances that could significantly change the value of the asset at the effective date of its contribution, in particular where the market for those transferable securities or money-market instruments is no longer liquid;

2° in the cases provided for in paragraph 2, first subparagraph, 2° and 3°, if new special circumstances could significantly change the fair value of the asset at the effective date of its contribution.

In the cases referred to in paragraph 2 where the contribution takes place without application of paragraph 1, the management body must file a declaration and publish it in accordance with Articles 2:8 and 2:14, 4°, within one month of the effective date of the contribution of the asset. That declaration must contain the following:

1° a description of the contribution in kind concerned;

2° the name of the contributor;

3° the value of that contribution, the source of that valuation and, where applicable, the valuation method;

4° the nominal value of the shares or, in the absence of a nominal value, the number of shares issued in consideration of each contribution in kind;

5° a statement specifying whether the values obtained correspond at least to the number and the nominal value or, in the absence of a nominal value, the accounting par value of the shares to be issued in consideration of that contribution;

6° a statement that no new special circumstance that could affect the initial valuation has arisen.

Any asset belonging to a person who has signed the deed of incorporation or in whose name it has been signed, to a director, to a member of the executive board or of the supervisory board, or to a shareholder, which the company proposes to acquire within two years of the acquisition of legal personality, where applicable under Article 2:2, for consideration equal to at least 10% of the subscribed capital, must be the subject of a report drawn up by the statutory auditor (commissaire) or, where there is no statutory auditor, by a registered auditor designated by the management body.

The first subparagraph applies to a transfer made by a person acting in his or her own name but on behalf of a person referred to in the first subparagraph.

Article 7:8 does not apply to acquisitions made within the limits of current operations concluded on the terms and with the guarantees normally required by the company for operations of the same kind, nor to acquisitions on the stock exchange, nor to acquisitions resulting from a sale ordered by the court.

The report referred to in Article 7:8 must state the name of the owner of the asset that the company proposes to acquire, a description of that asset, the remuneration actually granted in consideration of the acquisition and the valuation methods adopted. It must state whether the values to which those valuation methods lead correspond at least to the remuneration granted in consideration of the acquisition.

The report referred to in the first subparagraph must be attached to a special report in which the management body sets out, on the one hand, the interest that the proposed acquisition presents for the company and, on the other, the reasons why it departs, if it does, from the conclusions of the annexed report. The auditor’s report and the special report of the management body must be filed and published in accordance with Articles 2:8 and 2:14, 4°.

The acquisition is subject to the prior authorisation of the general meeting. The reports provided for in the second subparagraph must be announced in the agenda. A copy of them may be obtained in accordance with Article 7:132.

The absence of the report referred to in the second subparagraph renders the resolution of the general meeting void.

Article 7:8 does not apply where a quasi-contribution (quasi-apport) consists of:

1° transferable securities or money-market instruments referred to in Article 2, 31° and 32°, of the Law of 2 August 2002 on the supervision of the financial sector and on financial services, valued at the weighted average price at which they were traded on one or more regulated markets referred to in Article 3, 7°, 8° and 9°, of the Law of 21 November 2017 on the infrastructures for markets in financial instruments and transposing Directive 2014/65/EU during the three months preceding the effective date on which the quasi-contribution is made;

2° assets other than the transferable securities and money-market instruments referred to in 1° which have already been valued by a registered auditor, provided that the following conditions are met:

a) the fair value is determined at a date not more than six months before the quasi-contribution is actually made;

b) the valuation was carried out in accordance with the generally accepted valuation principles and standards for the type of asset that is the subject of the quasi-contribution;

3° assets other than the transferable securities and money-market instruments referred to in 1° whose fair value, for each asset, is derived from the annual accounts for the preceding financial year, provided that the annual accounts have been audited by the statutory auditor or by the person responsible for auditing the annual accounts and that the report of that person contains an unqualified opinion.

Article 7:8 does, however, apply to a revaluation carried out on the initiative and under the responsibility of the management body:

1° in the case provided for in paragraph 2, first subparagraph, 1°, if the price has been affected by exceptional circumstances that could significantly change the value of the asset at the effective date of its quasi-contribution, in particular where the market for those transferable securities or money-market instruments is no longer liquid;

2° in the cases provided for in paragraph 2, first subparagraph, 2° and 3°, if new special circumstances could significantly change the fair value of the asset at the effective date of its quasi-contribution.

In the absence of a revaluation as referred to in paragraph 2, second subparagraph, 2°, one or more shareholders holding in aggregate at least 5% of the subscribed capital of the company on the day of the decision on the quasi-contribution may request a valuation by a registered auditor in accordance with paragraph 1.

They may make this request up to the effective date of the quasi-contribution, provided that, on the date of the request, they still hold in aggregate at least 5% of the subscribed capital as at the day on which the decision on the quasi-contribution was taken.

The costs of this revaluation are borne by the company.

In the cases referred to in paragraph 2 where the quasi-contribution takes place without application of paragraph 1, the management body must file a declaration and publish it in accordance with Articles 2:8 and 2:14, 4°, within one month of the effective date of the quasi-contribution of the asset. That declaration must contain the following:

1° a description of the quasi-contribution concerned;

2° the name of the owner of the asset that the company proposes to acquire;

3° the value of that quasi-contribution, the source of that valuation and, where applicable, the valuation method;

4° a statement specifying the consideration actually granted in return for the acquisition;

5° a statement that no new special circumstance that could affect the initial valuation has arisen.

From the formation of the company, the capital must be paid up in full up to the minimum laid down in Article 7:2.

In addition:

1° each share corresponding to a contribution in cash and each share corresponding, in whole or in part, to a contribution in kind must be paid up as to one quarter;

2° shares corresponding in whole or in part to contributions in kind must be paid up in full within five years of the formation of the company.

In the case of contributions in cash to be paid up when the deed is executed, the funds must, before the company is formed, be deposited, by payment or transfer, in a special account opened in the name of the company in formation with a credit institution established in the European Economic Area within the meaning of Article 4(1), point (1), of Regulation (EU) No 575/2013. Proof of this deposit must be provided to the officiating notary, where applicable in electronic form, signed with an electronic signature referred to in Article 3, points (10) to (12), of Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC.

The special account is at the exclusive disposal of the company to be formed. It may be drawn on only by the persons authorised to bind the company and only after the officiating notary has informed the institution that the deed has been executed.

If the company is not formed within one month of the opening of the special account, the funds must be returned, at their request, to those who deposited them.

The company is formed by a notarial deed at which all the shareholders appear in person or through holders of notarial or private powers of attorney.

The persons appearing at the deed of incorporation are regarded as the founders of the company. However, if the deed designates as founders one or more shareholders together holding at least one third of the capital, the other persons appearing, who merely subscribe shares in cash without receiving, directly or indirectly, any special benefit, are regarded as mere subscribers.

In addition to the information included in the extract intended for publication under Article 2:8, § 2, the deed of incorporation must state the following:

1° compliance with the statutory conditions relating to the subscription and payment of the capital;

2° the institution with which the contributions in cash to be paid up have been deposited in accordance with Article 7:12;

3° the rules, in so far as they do not derive from the law, that determine the number and manner of appointment of the members of the bodies responsible for administration or, where applicable, for day-to-day management and for representation in relation to third parties, as well as the allocation of powers between those bodies;

4° the number and the nominal value or, if they are issued without nominal value, the number of the shares and, where applicable, the special conditions restricting their transfer and, if there are several classes of shares, the same information for each class and the rights attached to those shares;

5° the number of profit-sharing certificates, the rights attached to those certificates and, where applicable, the special conditions restricting their transfer and, if there are several classes of profit-sharing certificates, the same information for each class;

6° the form of the securities provided for in Article 7:22 and the provisions on their conversion in so far as they differ from those laid down by law;

7° a description of each contribution in kind, the name of the contributor, the name of the registered auditor and the conclusions of his or her report, the number and the nominal value or, in the absence of a nominal value, the number of the shares issued in consideration of each contribution and, where applicable, the other conditions on which the contribution is made;

8° the nature and extent of the special benefits granted to each of the founders or to any person who has participated directly or indirectly in the formation of the company;

9° the total amount, at least approximately, of all costs, expenses and remuneration or charges, in whatever form, that are borne by the company or charged to it by reason of its formation;

10° the transfers for consideration to which the immovable property contributed to the company has been subject during the preceding five years, and the conditions on which they were made;

11° the mortgages or pledges encumbering the assets contributed;

12° the conditions to which the exercise of the option rights contributed is subject.

The information referred to in 3° to 6° must appear in the part of the deed that contains the articles of association.

Powers of attorney must reproduce the particulars required by Article 2:8, § 2, 1°, 2°, 3°, 5° and 12°.

A public limited company may be declared void only in the following cases:

1° where the deed of incorporation is not drawn up in the required form;

2° where the deed of incorporation contains no indication of the name, the object of the company, the contributions or the amount of the subscribed capital;

3° where the object of the company is unlawful or contrary to public policy;

4° where no founder is validly bound.

Provisions allocating all the profits to one of the shareholders, or excluding one or more shareholders from sharing in the profits, are deemed unwritten.

Notwithstanding any provision to the contrary, the founders are jointly and severally liable to the interested parties:

1° for any part of the capital that has not been validly subscribed in accordance with Article 7:4 and for any difference between the minimum capital required by Article 7:2 and the amount of the subscriptions; they are automatically deemed to be the subscribers of it;

2° for the actual payment of the minimum capital referred to in Article 7:2, the actual payment of one quarter of the shares, the payment in full within five years of the shares corresponding in whole or in part to contributions in kind under Article 7:11, and the actual payment of the part of the capital of which they are deemed to be the subscribers under 1°.

Notwithstanding any provision to the contrary, the founders are jointly and severally liable to the interested parties:

1° for the damage that is the immediate and direct consequence either of the nullity of the company pronounced under Article 7:15, or of the absence or falsity of the statements required by Article 7:14 in the deed, or of the manifest overvaluation of contributions in kind;

2° for the company’s commitments, in the proportion determined by the court, in the event of bankruptcy declared within three years of the acquisition of legal personality, if the capital was, at the time of formation, manifestly insufficient to ensure the normal conduct of the planned activity for a period of at least two years. In that case, the notary must transmit to the court, at the request of the supervisory judge (juge-commissaire) or of the Crown Prosecutor, the financial plan required under Article 7:3.

The persons who have signed the deed of incorporation or in whose name it has been signed are jointly and severally liable for the payment of the shares subscribed, directly or through certificates, in breach of Article 7:5.

Notwithstanding any provision to the contrary, the directors are jointly and severally liable to the interested parties for the damage that is the immediate and direct consequence of the manifest overvaluation of assets acquired under the conditions set out in Article 7:8.

Persons who have entered into a commitment on behalf of third parties, either as agents or by undertaking that the third parties will ratify it (se portant fort), are deemed to be personally bound if there is no valid authority or if the commitment is not ratified within two months of being stipulated; this period is reduced to fifteen days if the names of the persons on whose behalf the stipulation was made are not stated. The founders are jointly and severally liable for those commitments.

A public limited company may issue any securities that are not prohibited by or under the law.

Those securities are registered or dematerialised.

Bonds issued exclusively abroad and governed by a foreign law may, however, take the form of individual or global bearer securities. Such bearer bonds may not, however, be physically delivered in Belgium. The owners of such bearer bonds may at any time request their conversion, at their own expense, into registered bonds.

The owners of dematerialised securities may at any time request their conversion, at their own expense, into registered securities.

If several persons have rights in rem in the same share or profit-sharing certificate, the company may suspend the exercise of the voting right until a single person has been designated as the holder of the voting right in relation to the company.

On the death of the sole shareholder, unless the articles of association provide otherwise, the rights attached to the shares are exercised by the heirs and legatees who are duly vested with the estate or have been put in possession of it, in proportion to their rights in the estate, until the date of partition of those shares or until delivery of the legacies relating to them.

By way of derogation from Articles 7:24 and 7:25, and unless the articles of association, a will or an agreement provide otherwise, the usufructuary of securities exercises all the rights attached to them.

A registered security is represented by an entry in the relevant register referred to in Article 7:28. Such a security may also be established by stating the name of its holder in the instrument of issue.

The company must keep at its registered office a register for each category of registered securities that it has issued. Notwithstanding any provision to the contrary, holders of securities may inspect the entire register relating to their category of securities. The management body may decide that the register is to be kept in electronic form. The King may determine the conditions that the electronic register must meet.

The register of registered shares must state:

1° the total number of shares issued by the company and, where applicable, the total number per class;

2° for natural persons, the name and domicile and, for legal persons, the name and registered office of each shareholder;

3° the number of shares held by each shareholder and their class;

4° the payments made on each share;

5° the restrictions on transferability arising from the articles of association and, where one of the parties so requests, the restrictions on the transferability of the shares arising from agreements or from the terms of issue;

6° transfers of shares, with their date, in accordance with Article 7:74, first subparagraph. If the register is kept in electronic form, the declaration of transfer may take electronic form and be signed with an electronic signature referred to in Article 3, points (10) to (12), of Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC;

7° the voting rights and profit rights attached to each share, as well as its share in the liquidation balance if that share differs from the profit rights.

In the event of conflict between the articles of association and the share register, the articles of association prevail.

The company must keep at its registered office a register for each category of registered securities giving access to shares. Article 7:29 applies by analogy, with the exception of the first subparagraph, 4° and 7°.

The register of registered profit-sharing certificates must state:

1° the total number of profit-sharing certificates issued by the company and, where applicable, the total number per class;

2° for natural persons, the name and domicile and, for legal persons, the name and registered office of each shareholder;

3° the number of profit-sharing certificates held by each holder of profit-sharing certificates and their class;

4° where applicable, the payments made on each profit-sharing certificate;

5° the voting rights and the profit rights attached to each profit-sharing certificate, as well as their share in the liquidation balance;

6° the date of their issue;

7° the conditions for their transfer;

8° transfers, with their date, and the conversion of registered profit-sharing certificates into dematerialised profit-sharing certificates, if the articles of association permit the conversion. If the register is kept in electronic form, the declaration of transfer may take electronic form and be signed with an electronic signature referred to in Article 3, points (10) to (12), of Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC;

9° the restrictions on transferability arising from the articles of association and, where one of the parties so requests, the restrictions on the transferability of the profit-sharing certificates arising from agreements or from the terms of issue.

In the event of conflict between the articles of association and the register of profit-sharing certificates, the articles of association prevail.

Note. Point 2° refers to “chaque actionnaire” (“each shareholder”), evidently carried over from Article 7:29, 2°: the register of profit-sharing certificates records the holders of those certificates (compare 3°), who need not be shareholders. The translation follows the official text.

The register of registered bonds must state:

1° the precise identification of each bondholder and the amount of the bonds belonging to him or her;

2° transfers of bonds, with their date, and the conversion of registered bonds into dematerialised bonds or vice versa, if the articles of association permit the conversion;

3° the restrictions on transferability arising from the articles of association or, where one of the parties so requests, from agreements or from the terms of issue;

4° a reference to the register of registered securities giving access to shares if that register includes bonds.

The management body may decide to split a register of registered securities into two parts, one of which is kept at the company’s registered office and the other outside the registered office, in Belgium or abroad.

A copy of each part is kept at the place where the other part is kept.

That copy must be kept regularly up to date and, if this proves impossible, it must be completed as soon as circumstances permit.

The holders of the registered securities concerned are entitled to have them entered in either part of the register, as they choose.

Holders of securities may inspect both parts of the register relating to their securities and the copy of them.

The management body may change the place where the second part of the register is kept.

Any person entered in a register of registered securities as the holder of a security is presumed, until proven otherwise, to be the holder of the securities in respect of which he or she is entered.

At the request of a person entered as the holder of securities, the management body must issue to that person, as proof of his or her entry in the register, an extract from the register in the form of a certificate.

A dematerialised security is represented by an account entry, in the name of its owner or holder, with a central securities depository or an approved account keeper.

The central securities depository and the approved account keeper may keep the account referred to in the first subparagraph within or by means of secure electronic recording systems, including distributed electronic recording systems. The King may determine the conditions that such secure electronic recording systems must meet.

The National Bank of Belgium, in its capacity as central securities depository, or any other central securities depository authorised or recognised under Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012 (“Regulation 909/2014”), are the central securities depositories that the issuer may instruct to ensure the safekeeping of dematerialised securities and the settlement of transactions in such securities. The King approves account keepers in Belgium individually or generally by category of institution, according to their activity.

The number of dematerialised securities in circulation at any time is entered, per category of securities, in the register of registered securities in the name of the central securities depository or, where applicable, of the approved account keeper where Article 7:44 applies.

By way of derogation from the preceding subparagraph, for bonds the entry referred to in that subparagraph concerns not the number of dematerialised securities but their total amount.

The entry of securities in an account confers an intangible co-ownership right in the pool of securities of the same category entered in the name of the central securities depository or, where applicable, of the approved account keeper where Article 7:44 applies, in the register of registered securities referred to in the third subparagraph.

The National Bank of Belgium is responsible for supervising compliance by approved account keepers in Belgium with the rules laid down by or under this Section. For the exercise of that supervision, for imposing administrative sanctions and for taking other measures in respect of approved account keepers, the National Bank of Belgium:

1° uses, in the case of credit institutions, the powers conferred on it by the Law of 25 April 2014 on the legal status and supervision of credit institutions and stockbroking firms;

2° uses, in the case of stockbroking firms, the powers conferred on it by the Law of 25 April 2014 on the legal status and supervision of credit institutions and stockbroking firms;

3° uses, in the case of central counterparties and central securities depositories, the powers conferred on it by the Law of 22 February 1998 establishing the organic statute of the National Bank of Belgium.

The corresponding provisions imposing criminal penalties for breach of the aforementioned provisions apply.

Note. The reference in the sixth subparagraph to the register of registered securities “referred to in the third subparagraph” appears not to have been updated after the insertion of the present second subparagraph (secure electronic recording systems): the entry in that register is now provided for in the fourth subparagraph.

Approved account keepers must keep the dematerialised securities that they hold on behalf of third parties and on their own account in accounts opened with the central securities depository, with one or more institutions acting for them, directly or indirectly, as intermediaries in relation to that central securities depository, or both with the central securities depository and with one or more of those institutions. Where applicable, approved account keepers must keep the dematerialised securities that they hold on behalf of third parties and on their own account in accounts opened with the approved account keeper referred to in Article 7:44, with one or more institutions acting for them, directly or indirectly, as intermediaries in relation to that approved account keeper referred to in Article 7:44, or both with the approved account keeper referred to in Article 7:44 and with one or more of those institutions.

A pledge of dematerialised securities is created in accordance with the Law of 15 December 2004 on financial collateral and laying down various tax provisions concerning security interest agreements and loans of financial instruments.

The pledgor is presumed to be the owner of the pledged dematerialised securities. The pledge remains validly created if the pledgor is not the owner of the pledged dematerialised securities, without prejudice to the pledgor’s liability towards the true owner of those securities. If the pledgor has informed the pledgee, in advance and in writing, that it is not the owner of the pledged dematerialised securities, the validity of the pledge is subject to the consent of the owner of those securities.

The owners of the dematerialised securities referred to in Article 7:36 may assert their co-ownership rights referred to in Article 7:35, fourth subparagraph, only against the approved account keeper with which those securities are entered in an account or, if they hold those securities directly with the central securities depository, against the latter. By way of exception, they are entitled:

1° to exercise a right of recovery (revendication) in accordance with the provisions of this Article and of Article 9bis, second to fourth subparagraphs, of Royal Decree No. 62 of 10 November 1967 promoting the circulation of financial instruments;

2° to exercise their corporate rights directly with the issuer;

3° in the event of bankruptcy or any other situation of competing creditors (situation de concours) affecting the issuer, to exercise their rights of recourse directly against it.

In the event of bankruptcy of the approved account keeper or any other situation of competing creditors, the claim for recovery of the amount of the dematerialised securities referred to in Article 7:36 owed by the approved account keeper is exercised collectively, through the bankruptcy trustee or the liquidator as the case may be, over the pool of dematerialised securities of the same category and class entered in the name of the approved account keeper with other approved account keepers or with the central securities depository.

If, in the case referred to in the second subparagraph, that pool is insufficient to ensure the full return of the dematerialised securities owed and entered in an account, it is distributed among the owners in proportion to their rights.

Where owners have authorised the approved account keeper, in accordance with the applicable law, to dispose of their dematerialised securities, and in so far as such disposal has taken place within the limits of that authorisation, they are allotted, in the event of bankruptcy of the approved account keeper or any other situation of competing creditors, only the number of securities that remains after all the securities of the same category belonging to the other owners have been returned to those other owners.

If the approved account keeper itself owns a number of dematerialised securities of the same category, it is allotted, when the third subparagraph is applied, only the amount of securities that remains after the total amount of securities of the same category held by it on behalf of third parties has been returned.

Where an intermediary has had dematerialised securities referred to in Article 7:36 entered on behalf of another person in its own name or in the name of a third person, the owner on whose behalf that entry was made may claim recovery of the holding entered in the name of that intermediary or third person with the approved account keeper or the central securities depository. That claim is exercised in accordance with the rules laid down in the first to fourth subparagraphs.

The dematerialised securities referred to in Article 7:36 are returned by transfer to a securities account with another approved account keeper designated by the person exercising the right of recovery.

Note. The reference to Article 7:35, fourth subparagraph, appears not to have been updated after new subparagraphs were inserted in Article 7:35: the co-ownership right is now conferred by the sixth subparagraph of that Article, while the fourth subparagraph concerns the entry of the number of dematerialised securities in the register of registered securities.

Garnishment (saisie-arrêt) is not permitted on accounts of dematerialised securities opened in the name of an approved account keeper with the central securities depository or, where applicable, with the approved account keeper where Article 7:44 applies.

Without prejudice to the application of Article 7:38, in the event of bankruptcy of the owner of the securities or in any other situation of competing creditors, the creditors of the owner of the securities may assert their rights over the available balance of the securities entered in the account in the name and on behalf of their debtor, after deduction or addition of the securities which, under conditional commitments, commitments of uncertain amount or forward commitments, have been entered, where applicable, in a separate part of that securities account on the date of the bankruptcy or of the occurrence of the situation of competing creditors, and whose inclusion in the available balance is deferred until the condition is fulfilled, the amount is determined or the term expires.

Payment of dividends, interest and principal due on dematerialised securities to the central securities depository or, where applicable, to the approved account keeper where Article 7:44 applies discharges the issuer.

The central securities depository or, where applicable, the approved account keeper where Article 7:44 applies passes those dividends, interest and principal on to the approved account keepers according to the amounts of dematerialised securities entered in their names at the due date. Those payments discharge the central securities depository or, where applicable, the approved account keeper where Article 7:44 applies.

All the corporate rights of the owner of dematerialised securities and, in the event of bankruptcy of their issuer or any other situation of competing creditors affecting the issuer, all rights of recourse against it are exercised on production of a certificate drawn up by the approved account keeper or the central securities depository, certifying the number of dematerialised securities entered in the name of the owner or of its intermediary on the date required for the exercise of those rights.

In order to implement Articles 7:36 to 7:41, the King may lay down the conditions for the keeping of accounts by approved account keepers, the manner in which the accounts operate, the nature of the certificates to be issued to account holders and the arrangements for payment of dividends, interest and principal due by approved account keepers and the central securities depository.

Article 3.28 of the Civil Code applies to the dematerialised securities referred to in this Section.

Except for securities admitted to trading on a regulated market, the provisions of this Section also apply to securities entered in an account with an approved account keeper that are not held by that account keeper with a central securities depository or with an institution acting as an intermediary with that central securities depository.

The account keeper enters in its own name in the register of registered securities the dematerialised securities in circulation at any time, per issue of securities.

The entire outstanding amount of an issue of dematerialised securities of an issuer may be entered in the register of registered securities only in the name of a single account keeper.

In that case, the entry of securities in an account confers an intangible co-ownership right in the pool of securities of the same issue entered in the name of the account keeper in the register of registered securities.

The capital of public limited companies is divided into one or more freely transferable shares, with or without voting rights, with or without a stated value.

The company must issue at least one share, and at least one share must carry a voting right.

Shares remain registered until they are fully paid up.

Unless the articles of association provide otherwise, each share gives entitlement to a share of the profit and of the liquidation balance proportionate to the portion of the capital that it represents.

Shares may be divided into fractions which, when combined in sufficient number, confer the same rights as the single share, subject to the provisions of Article 7:155.

Any exchange, consolidation or split of shares takes place on the conditions and in the manner laid down by the articles of association, without prejudice to Article 7:23.

A statement of the capital is filed together with the annual accounts, in accordance with Articles 3:10 and 3:12.

It contains:

1° the number of shares subscribed;

2° an indication of the payments made;

3° the list of shareholders who have not yet fully paid up their shares, stating the sums they owe.

Where the shares represent an equal portion of the capital, each share carries one vote.

Where the shares do not all represent the same value of the capital, their holder is entitled to a number of votes equal to the number of times that the share representing the lowest amount is contained in the total value of the capital represented by his or her shares; fractions of votes are disregarded, except in the cases provided for in Article 7:155.

In unlisted companies, the articles of association may derogate from Article 7:51.

In listed companies, the articles of association may confer on fully paid-up shares that have been entered without interruption for at least two years in the name of the same shareholder in the register of registered shares a double voting right in relation to the other shares representing the same portion of the capital. By way of derogation from Article 7:153, fourth subparagraph, this resolution may be adopted by a two-thirds majority of the votes cast. This majority may be derogated from only by a provision of the articles of association that specifically concerns the introduction of the double voting right. That provision of the articles of association applies to all shares that meet the conditions.

The two-year period starts to run on the date on which the shares are entered in registered form, even if that entry was made before the day on which the provision of the articles of association introducing the double voting right was adopted and before the company was listed.

In the event of a capital increase by incorporation of reserves, the double voting right is granted, from their issue, to the bonus shares allotted to shareholders in respect of the existing shares for which they have that right.

The abolition of the double voting right is subject to the same quorum and majority requirements as its introduction.

Any share that is converted into a dematerialised share or whose ownership is transferred loses the double voting right granted under paragraph 1.

However, the transfer of shares as a result of succession, of the liquidation of a matrimonial property regime or of a transfer for consideration or free of charge to a person entitled to inherit (successible) does not entail the loss of the double voting right and does not interrupt the period referred to in paragraph 1. The same applies to a transfer of shares between companies that are controlled by the same controlling shareholder or, in the case of joint control, by the same controlling shareholders, whether natural or legal persons, or between one of those companies and those controlling shareholders.

If the shares are held by a company, a change of control of that company constitutes a transfer of those shares, unless the change of control takes place in favour of the spouse, the legal cohabitant or one or more persons entitled to inherit (successibles) from the shareholder or shareholders controlling that company.

Nor do the following entail the loss of the double voting right referred to in paragraph 1 or interrupt the period referred to in that paragraph: the transfer of shares to a legal person in return for the issue of certificates referred to in Article 7:61, § 1, first subparagraph, coupled with that person’s undertaking to reserve all proceeds or income for the holder of those certificates, or the exchange of certificates for shares referred to in Article 7:61, § 1, sixth subparagraph, or § 2, second subparagraph, provided that it takes place in favour of the person who arranged the certification or of one of that person’s transferees meeting the conditions of the second or third subparagraph. A change of control of the legal person referred to in the preceding sentence entails the loss of the double voting right unless that change of control takes place in favour of transferees who meet the conditions laid down in the second or third subparagraph. Articles 1:14 to 1:18 apply with the necessary modifications.

A merger or division of the listed company has no effect on the double voting right, which may continue to be exercised in the beneficiary companies if their articles of association so provide.

Shares that carry the double voting right under this Article do not constitute a class of shares within the meaning of Article 7:155.

An unlisted company whose articles of association provide, in accordance with Article 7:52, for a multiple voting right for one or more classes of shares may introduce a double voting right with a view to its listing, after abolishing the multiple voting right in accordance with Article 7:155.

Note. The reference in § 2, fourth subparagraph, to the exchange of certificates for shares under Article 7:61, “§ 2, second subparagraph”, appears to be an error in the official text: the automatic exchange of certificates on the bankruptcy of their issuer or any other situation of competing creditors is provided for in Article 7:61, § 2, first subparagraph, while the second subparagraph governs only the pro rata distribution of an insufficient pool. The translation follows the official text.

The exercise of the voting right attached to the shares concerned is suspended for as long as payments duly called and due have not been made.

The articles of association may limit the number of votes that each shareholder has at meetings, provided that this limitation applies to every shareholder regardless of the securities for which that shareholder takes part in the vote.

The exercise of voting rights may be the subject of agreements.

Such agreements must be limited in time and may not be contrary to the company’s interest.

The following are void:

1° agreements (…) that are contrary to the provisions of this Code (…);

2° agreements by which a shareholder undertakes to vote in accordance with instructions given by the company, by a subsidiary or by any of the bodies of those companies;

3° agreements by which a shareholder or another holder of securities undertakes towards the same companies or the same bodies to approve proposals made by the company’s bodies.

Votes cast at the general meeting under the agreements referred to in paragraph 1, third subparagraph, are void. Such votes render the resolutions adopted void unless they had no effect on the validity of the vote taken.

Notwithstanding any provision to the contrary, non-voting shares nevertheless carry one vote per share in the following cases:

1° in the case referred to in Article 7:155;

2° in the event of a conversion of the company;

3° in the event of a cross-border merger resulting in the dissolution of the company and of a cross-border division;

4° in the event of a cross-border transfer of the registered office (…) in accordance with Article 14:15.

Where non-voting shares carrying a preferential dividend are issued, those shares nevertheless have a voting right, notwithstanding any provision to the contrary in the articles of association, the issue resolution or an agreement, if the preferential dividends have not been paid in full during two successive financial years. The voting right ceases again when a dividend is distributed which, added to the dividend for the financial year concerned, is equal to the amount of the undistributed preferential dividends.

Where the shares do not all represent the same value of the capital, Article 7:51, second subparagraph, applies.

Profit-sharing certificates do not represent the capital. The articles of association determine the rights attached to them.

In listed companies, profit-sharing certificates may not carry more than one vote per security.

Article 7:49 applies by analogy.

The articles of association determine whether, and to what extent, a voting right is granted to the holders of profit-sharing certificates.

These securities may not, in aggregate, be allotted a number of votes exceeding half of the number allotted to all the shares, nor be counted in the vote for a number of votes exceeding two thirds of the number of votes cast by the shares.

If the votes subject to the limitation are cast in different directions, the reduction is made proportionally; fractions of votes are disregarded.

If a voting right is granted to the holders of profit-sharing certificates, the rules that apply to shareholders as regards the convening of and participation in the general meeting and the exercise of the voting right also apply to the holders of profit-sharing certificates.

Where a share or profit-sharing certificate or a series of shares or profit-sharing certificates carries rights other than those attached to other shares or profit-sharing certificates issued by the same company, each such series constitutes a class in relation to the other series of shares or profit-sharing certificates. Shares and profit-sharing certificates carrying a different voting right, and non-voting shares, always constitute separate classes.

Certificates relating to shares, profit-sharing certificates, convertible bonds or subscription rights may be issued, with or without the cooperation of the company, by a legal person that retains or acquires ownership of the securities to which the certificates relate and undertakes to reserve all proceeds of or income from those securities for the certificate holder. These certificates may be in registered or dematerialised form.

The issuer of certificates exercises all rights attached to the securities to which they relate, including the voting right.

The issuer of certificates relating to registered securities must make itself known in that capacity to the company that issued the certificated securities. That company must enter this information in the relevant register. The issuer of certificates relating to dematerialised securities must make its capacity as issuer known to the company that issued the certificated securities before exercising its voting right.

Unless the terms of issue provide otherwise, the issuer of certificates relating to shares or profit-sharing certificates must immediately pay to the certificate holder, after deducting any costs it has incurred, the dividends, any proceeds of the subscription right and any liquidation proceeds distributed by the company, as well as any sum arising from a capital reduction.

No transfer of securities to which certificates relate is permitted if the issuer is a listed company. If the issuer of certificates is an unlisted company, it may not transfer the securities to which the certificates relate, unless the terms of issue provide otherwise.

The certificates are exchangeable for the shares, profit-sharing certificates, bonds or subscription rights to which they relate. Exchange may be excluded in the terms of issue for a fixed or an indefinite period. Notwithstanding any provision to the contrary, each certificate holder may obtain the exchange at any time if the issuer fails to perform its obligations towards that holder or if the holder’s interests are seriously disregarded.

In the event of the bankruptcy of the issuer of certificates or of any other situation of competing creditors (situation de concours), the certificates are automatically exchanged, notwithstanding any provision to the contrary, and the certificate holders collectively exercise their claim for recovery, through the bankruptcy trustee or the liquidator, as the case may be, over the pool of certificated securities of the same category and class issued by the same company and belonging to the issuer of certificates.

If, in the case referred to in the first subparagraph, that pool is insufficient to ensure the full return of the securities, it is distributed among the certificate holders in proportion to their rights.

The public limited company may borrow by issuing bonds, convertible into shares where applicable, the conversion taking place, according to the terms of issue, either at the option of the bondholder or of the company, or automatically, subject to certain conditions where applicable. Bonds may be issued for a fixed term or in perpetuity.

The terms of issue or the general meeting of bondholders may appoint one or more representatives of the bondholders of the same issue or of the same issue programme. Within the limits of Articles 1984 to 2010 of the Civil Code, these representatives may bind all bondholders of that issue or issue programme vis-à-vis third parties. In particular, they may represent the bondholders in insolvency proceedings, in the event of attachment or in any other case of competing creditors, in which they act in their own name but on behalf of the bondholders, without disclosing the bondholders’ identity.

The terms of issue or the general meeting of bondholders may further provide that these representatives also act in their own name, but on behalf of the bondholders, as beneficiaries of privileges or security created to secure the bond loan.

The representatives may exercise all the powers of the bondholders on whose behalf they act. The representation and the acts performed by the representatives are enforceable against third parties, including the representative’s creditors. All rights deriving from the representation, including security, form part of the bondholders’ assets.

The appointment and powers of the representative are defined in the terms of issue or by the general meeting of bondholders, which deliberates and decides in accordance with Article 7:170. Proof of the representative’s authority may be established solely by presenting the text of the terms of issue signed by a representative of the company or a copy of the minutes of the general meeting, in accordance with Article 7:172.

The general meeting of bondholders may dismiss the representative at any time, provided that it appoints one or more new representatives at the same time. The general meeting deliberates and decides in accordance with Article 7:170.

The representative exercises its powers exclusively in the interest of the bondholders and must account to them in accordance with the rules laid down in the terms of issue or in the appointment resolution.

A resolutive condition is always implied in a loan contract concluded in the form of a bond issue, in case one of the two parties fails to fulfil its commitment.

In that case, the contract is not terminated automatically. The party towards which the commitment has not been performed may choose either to compel the other party to perform the agreement where performance is possible, or to seek its termination with damages.

Termination must be sought before the courts, and the defendant may be granted a period of time depending on the circumstances.

Convertible bonds must be fully paid up.

From the issue of the convertible bonds until the end of the conversion period, the company may not carry out any transaction whose effect would be to reduce the benefits granted to the bondholders by the terms of issue or by law, except in the cases specifically provided for in the terms of issue.

Public limited companies may issue subscription rights, whether or not attached to another security.

A subsidiary may issue bonds with a subscription right over shares to be issued by the parent company. In that case, the bond issue must be approved by the subsidiary and the issue of subscription rights must be approved by the parent company.

The period during which subscription rights may be exercised may not exceed ten years from their issue.

The terms of issue determine the dates on which the shares are to be subscribed if the subscription right is exercised and the time limits within which the holders of that right must communicate their decision.

Subscription rights issued in an issue reserved principally for one or more specified persons other than members of staff may not have a term exceeding five years from their issue. This subparagraph does not apply where all the shareholders have waived their pre-emption right under the conditions of Article 7:192, second subparagraph.

In addition, clauses in the terms of issue intended to compel holders of subscription rights to exercise them are void.

Shares that, following such an issue of subscription rights, have been subscribed during a public takeover bid must be in registered form and may not be transferred for twelve months.

From the issue of the subscription rights until the end of the exercise period, the company may not carry out any transaction whose effect would be to reduce the benefits granted to the holders of subscription rights by the terms of issue or by law, except in the cases specifically provided for in the terms of issue.

However, in the event of a capital increase by contributions in cash, the holders of subscription rights may exercise their subscription right and, where applicable, take part in the new issue as shareholders in so far as that right belongs to the existing shareholders, unless the terms of issue expressly provide otherwise.

If the company decides to repay the loan early, even in part, holders of bonds with a subscription right not detachable from the bonds may exercise their subscription right for at least one month before the repayment date.

Securities are transferred in accordance with the rules of ordinary law.

A transfer of registered securities is enforceable against the company and third parties only by means of a declaration of transfer entered in the register of those securities, dated and signed by the transferor and the transferee or by their proxy holders in the case of a transfer inter vivos, and by a member of the management body and the beneficiaries or by their proxy holders in the case of a transfer on death.

The management body may recognise and record a transfer in the register on the basis of documents establishing the agreement of the transferor and the transferee.

If the register is kept in electronic form, the declaration of transfer may take an electronic form and be signed by an electronic signature referred to in Article 3, points (10) to (12), of Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC.

A transfer of a dematerialised security is enforceable against the company and third parties only by book entry from one securities account to another.

Deeds relating to the transfer of profit-sharing certificates or of any securities giving a direct or indirect right to them must state their nature, the date of their creation and the conditions prescribed for their transfer.

Where a share that has not been paid up is transferred, the transferor and the transferee are, notwithstanding any provision to the contrary, jointly and severally liable towards the company and third parties for paying it up. In the case of successive transfers, all the consecutive transferees are jointly and severally liable.

Unless otherwise agreed, the transferor of a share not paid up who is called upon by the company or a third party to pay it up may seek recourse for what it has paid against the transferee to whom it transferred its shares and against any subsequent transferee.

The articles of association, the terms of issue of securities or agreements may restrict the transferability inter vivos or the transmissibility on death of shares, subscription rights or any other securities giving access to shares.

Lock-up clauses must be justified by a legitimate interest, in particular as regards their duration. Lock-up clauses of indefinite duration may be terminated at any time subject to reasonable notice.

However, where the restriction results from an approval clause or a clause providing for a pre-emption right, the application of those clauses may not result in the non-transferability being extended for more than six months from the request for approval or the invitation to exercise the pre-emption right.

Where the clauses referred to in the third subparagraph provide for a period exceeding six months, or where the transfer of the securities subject to the pre-emption right has not taken place within six months in accordance with the pre-emption right, that period is automatically limited to six months.

A transfer contrary to restrictions on transferability contained in duly published articles of association is enforceable neither against the company nor against third parties, whether the transferee acted in good or bad faith, even where the restriction in the articles of association does not appear in the register of shareholders.

From the time the company receives the communication from the Financial Services and Markets Authority (FSMA) stating that a notice of a public takeover bid concerning the company has been filed with it, and in the event of a refusal of approval or of the application of pre-emption clauses, the holders of securities must, within five days of the close of the bid, be offered the acquisition of their securities, at a price at least equal to the price of the bid or of the counter-bid, by one or more persons who have been approved or against whom the pre-emption right would not be invoked.

By way of derogation from Articles 7:78 and 7:79, approval clauses contained either in the articles of association or in a notarial deed issuing convertible bonds or subscription rights may be enforced against the bidder by the management body of the target company, provided that the management body justifies the refusal of approval by the consistent and non-discriminatory application of the approval rules that it adopted and communicated to the Financial Services and Markets Authority (FSMA) before the date of receipt of the communication referred to in Article 7:79.

The articles of association and the terms of issue of bonds and of securities other than those referred to in Article 7:78 may restrict the transferability inter vivos or on death of those securities, whether registered or in dematerialised form.

A transfer of securities referred to in the first subparagraph contrary to the restrictions on transferability contained in the duly published articles of association or terms of issue may not be enforced against the company or third parties, to the extent provided for in the terms of issue or the articles of association and regardless of whether the transferee acted in good or bad faith.

The terms of issue of securities referred to in the first subparagraph are duly published if they have been filed and published in accordance with Articles 2:8, § 3, and 2:14, 1°, or are contained in a prospectus.

Any natural or legal person who, acting alone or in concert, holds directly or indirectly 95% of the voting securities issued by a listed public limited company may make a public squeeze-out offer in order to acquire all the voting securities or securities giving access to voting rights of that company.

In calculating the percentage of 95% of the voting securities referred to in the first subparagraph, the double voting right referred to in Article 7:53 is not taken into account.

At the end of the procedure, the securities not tendered, whether or not their owner has come forward, are deemed to be transferred automatically to that person, with the price being deposited.

At the end of the squeeze-out offer, the company is no longer considered a listed company.

Persons acting in concert means:

1° natural or legal persons who cooperate with the bidder, with the target company or with other persons on the basis of an agreement, formal or tacit, oral or written, aimed at obtaining control of the target company or maintaining control of the target company;

2° natural or legal persons who have concluded an agreement on the concerted exercise of their voting rights with a view to pursuing a lasting common policy towards the company concerned.

Any natural or legal person who, acting alone or in concert, holds directly or indirectly 95% of the voting securities issued by an unlisted public limited company may make a squeeze-out offer in order to acquire all the voting securities or securities giving access to voting rights of that company.

In calculating the percentage of 95% of the voting securities referred to in the first subparagraph, multiple voting rights are not taken into account.

With the exception of securities whose owner has expressly stated in writing a refusal to dispose of them, at the end of the procedure the securities not tendered are deemed to be transferred automatically to the person who made the squeeze-out offer, with the price being deposited. Dematerialised securities whose owner has stated a refusal to dispose of them are automatically converted into registered securities and are entered by the issuer in the register of registered securities.

The offer referred to in the first subparagraph is not subject to the Law of 1 April 2007 on public takeover bids.

The King may regulate the squeeze-out offer referred to in paragraph 2 and, in particular, determine the procedure to be followed and the method of setting the price of the squeeze-out offer. To that end, He ensures that holders of securities are informed and treated equally.

The extract of the judicial decision that has become final (res judicata) or is provisionally enforceable and that rules on the conditions of a squeeze-out offer must be filed and published in accordance with Articles 2:8 and 2:14, 4°.

The King may decide to make the regime of paragraph 1 applicable to unlisted companies whose shares are admitted to trading on the markets that He designates under Article 5, first subparagraph, of the Law of 1 April 2007 on public takeover bids.

Any natural or legal person who directly or indirectly acquires dematerialised securities, whether or not representing capital, carrying voting rights in a public limited company that is not subject to Title II of the Law of 2 May 2007 on the disclosure of major holdings in issuers whose shares are admitted to trading on a regulated market and laying down miscellaneous provisions must declare to that company, no later than the fifth working day following the day of acquisition, the number of securities it holds where the voting rights attached to those securities reach a proportion of 25% or more of the total voting rights existing at the time of the transaction giving rise to the disclosure obligation.

That person must make the same declaration, within the same time limit, in the event of a transfer of securities where, following that transfer, the voting rights fall below the aforementioned threshold of 25%.

For the calculation of the 25% threshold, Article 9, § 3, of the Law of 2 May 2007 on the disclosure of major holdings in issuers whose shares are admitted to trading on a regulated market and laying down miscellaneous provisions applies.

A person who has failed to make the declaration referred to in paragraph 1 at least twenty days before the general meeting may not take part in the vote at the general meeting for a number of votes equal to or greater than 25% of the total voting rights existing on the date of the general meeting.

The first subparagraph does not apply to securities subscribed by exercising a pre-emption right or acquired through a transfer by universal title or a liquidation.

The voting rights attached to the securities concerned are suspended.

If the declarations required by Article 7:83 have not been made in the manner and within the time limits prescribed, the president of the enterprise court of the company’s registered office, sitting as in summary proceedings, may:

1° suspend, for a period of up to one year, the exercise of all or some of the rights attached to the securities concerned;

2° suspend, for the period the president sets, the holding of a general meeting that has already been convened;

3° order the sale, under the president’s supervision, of the securities concerned to a third party not connected with the current shareholder, within a time limit that the president sets and that is renewable.

The proceedings are brought by writ of summons issued by the company or by one or more shareholders with voting rights. Where the application seeks the suspension of the holding of a general meeting already convened, the person whose securities are the subject of an application or decision to suspend the exercise of all or some of the rights attached to them may also bring the proceedings.

Where the application seeks the suspension, referred to in the first subparagraph, 1°, of all or some of the rights attached to the securities concerned, it must, if a declaration has been notified, be brought, on pain of inadmissibility, no later than fifteen days after the notification.

The president rules notwithstanding any action brought on the same facts before any other court.

The president may, at the request of any of the interested parties and after hearing those who brought the matter before the president and the company, lift the measures that the president has ordered.

Note. In § 2, second subparagraph, the reference to “the first subparagraph, 1°” is defective: the first subparagraph of § 2 contains no point 1°. The suspension of the rights attached to the securities is provided for in § 1, 1°, which is evidently meant.